As filed with the Securities and Exchange Commission on June 3, 1998
Registration No. _______________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
---------------------------
PMC-SIERRA, INC.
(Exact name of Registrant as specified in its charter)
---------------------------
8555 Baxter Place, Suite 105
Burnaby, British Columbia
Canada V5A 4V7
(604) 415-6000
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
---------------------------
Delaware 94-2925073
- ------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
The Corporation Trust Company
1209 Orange Street
Wilmington, Delaware 19801
(800) 677-3394
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------------------
Copy to:
Neil J. Wolff
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
(650) 493-9300
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.
|_|
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 (the "Securities Act"), other than securities offered only in connection
with dividend or interest reinvestment plans, please check the following box.
|X|
---------------------------
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
================================================================================
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of Each Amount Proposed Proposed Maximum Amount of
Class of Securities to be Maximum Offering Aggregate Registration
to be Registered Registered Price Per Unit Offering Price Fee
- ------------------------------ -------------- ------------------ ------------------- --------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value 414,635 $38.53 $15,975,886.55 $4,712.89
- ------------------------------ -------------- ------------------ ------------------- --------------
</TABLE>
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
- --------------------------------------------------------------------------------
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
- --------------------------------------------------------------------------------
SUBJECT TO COMPLETION
PROSPECTUS
414,635 SHARES
PMC-SIERRA, INC.
COMMON STOCK
This Prospectus relates to an aggregate of 414,635 shares (the
"Shares") of Common Stock, $0.001 par value per share ("Common Stock"), of
PMC-Sierra, Inc. (the "Company"), which may be resold by the persons named
herein (the "Selling Stockholders") to the public (the "Offering"). The Shares
were issued to the Selling Stockholders on May 20, 1998 in connection with the
merger ("Merger") of Integrated Telecom Technology, Inc. ("IgT") with and into
PMC-Sierra (Maryland), Inc. ("Sub"), a Delaware corporation and wholly-owned
subsidiary of Registrant, pursuant to an Agreement and Plan of Reorganization
dated April 15, 1998 among the Company, Sub, IgT and Samsung Electronics Co.,
Ltd., a major stockholder of IgT. The issuance of the Shares was pursuant to an
exemption from the registration requirements of the Securities Act of 1933, as
amended (the "Securities Act"). The Shares are being registered under the
Securities Act in order to permit the public resale or other distribution of the
Shares.
The Shares may be sold or distributed from time to time by or for the
account of the Selling Stockholders through underwriters or dealers, through
brokers or other agents, or directly to one or more purchasers, at market prices
prevailing at the time of sale or at prices otherwise negotiated. The Company
will receive no portion of the proceeds from the sale of the Shares offered
hereby and will bear certain expenses incident to their registration. See
"Selling Stockholders" and "Plan of Distribution."
---------------------------
The Common Stock of the Company is traded on the Nasdaq National Market
("Nasdaq") under the symbol "PMCS." On June 2, 1998, the last reported sales
price for the Common Stock as reported by Nasdaq was $ 40.625 per share.
---------------------------
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE MATTERS SET FORTH
UNDER THE CAPTION "RISK FACTORS" LOCATED ON PAGE 3 OF THIS PROSPECTUS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is _________, 1998
<PAGE>
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER MADE
BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, SUB, IGT OR
THE SELLING STOCKHOLDERS. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE
HAS NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH
OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER
OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations promulgated thereunder, and, in accordance therewith, files
reports, proxy and information statements and other information with the
Securities and Exchange Commission (the "Commission"). These reports, proxy and
information statements and other information concerning the Company can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549; and at
the Commission's regional offices located at Suite 1400, 500 West Madison
Street, Chicago, Illinois 60661 and at Seven World Trade Center, New York, New
York 10048. Copies of such material can also be obtained from the Commission at
prescribed rates through its Public Reference Section at 450 Fifth Street, NW,
Washington, D.C. 20549. The public may obtain information on the operation of
the Public Reference Room by calling the Commission at 1-800-SEC-0330. The SEC
also maintains a site on the World Wide Web at http://www.sec.gov that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the SEC. The Common Stock is traded on
the Nasdaq National Market. Information filed by the Company with Nasdaq may be
inspected at the offices of Nasdaq at 1735 K Street, NW, Washington, D.C. 20006.
The Company has filed with the Commission a Registration Statement on
Form S-3 under the Securities Act with respect to the Shares offered hereby
(including all amendments and supplements thereto, the "Registration
Statement"). This Prospectus, which forms a part of the Registration Statement,
does not contain all of the information set forth in the Registration Statement,
certain parts of which have been omitted in accordance with the rules and
regulations of the Commission. Statements contained herein concerning the
provisions of certain documents are not necessarily complete and, in each
instance, reference is made to the copy of such document filed as an exhibit to
the Registration Statement or otherwise filed with the Commission. Each such
statement is qualified in its entirety by such reference. The Registration
Statement and the exhibits thereto can be inspected and copied at the public
reference facilities and regional offices of the Commission and at the offices
of Nasdaq referred to above.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with the
Commission pursuant to the Exchange Act, are incorporated by reference and made
a part of this Prospectus: (i) the Company's Annual Report on Form 10-K for the
fiscal year ended December 28, 1997, as amended, and part of the Proxy Statement
<PAGE>
for the Company's 1998 Annual Meeting of Stockholders relating to directors and
executive officers and security ownership; (ii) all other reports filed pursuant
to Section 13(a) or 15(d) of the Exchange Act since December 28, 1997,
specifically including the Company's Quarterly Report on Form 10-Q for the
quarter ended March 29, 1998 and the Company's Current Reports on Form 8-K dated
April 15, 1998 and May 20, 1998; (iii) all reports, definitive proxy statement
and other documents filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the Offering; and (iv) all filings
filed by the Company with the Commission pursuant to the Exchange Act after the
date of filing the initial Registration Statement with the Commission and prior
to effectiveness of the Registration Statement.
Any statement contained in a document or information incorporated or
deemed to be incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any subsequently filed document that also is, or is
deemed to be, incorporated herein by reference, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
THE COMPANY UNDERTAKES TO PROVIDE, WITHOUT CHARGE, TO EACH PERSON,
INCLUDING ANY BENEFICIAL OWNER, TO WHOM A COPY OF THIS PROSPECTUS IS DELIVERED,
UPON THE WRITTEN OR ORAL REQUEST OF SUCH PERSON, A COPY OF ANY AND ALL OF THE
DOCUMENTS OR INFORMATION REFERRED TO ABOVE THAT HAS BEEN OR MAY BE INCORPORATED
BY REFERENCE IN THIS PROSPECTUS (EXCLUDING EXHIBITS TO SUCH DOCUMENTS UNLESS
SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE). REQUESTS SHOULD BE
DIRECTED TO INVESTOR RELATIONS, PMC-SIERRA, INC., 8555 BAXTER PLACE, SUITE 105,
BURNABY, BRITISH COLUMBIA, CANADA V5A 4V7. THE COMPANY'S TELEPHONE NUMBER AT
THAT LOCATION IS (604) 415-6000.
THE COMPANY
PMC-Sierra, Inc. ("PMC" or the "Company") was incorporated in the State
of California in 1983 and reincorporated into the State of Delaware in 1997. All
references to "PMC" or the "Company" include the Company's subsidiaries, unless
the context requires otherwise. The Company's principal executive office is
located at 105-8555 Baxter Place, Burnaby, B.C., Canada V5A 4V7. The Company's
telephone number at that location is (604) 415-6000. The Company's Common Stock
trades on the Nasdaq National Market under the symbol "PMCS."
The Company designs, develops, markets and supports high-performance
semiconductor system solutions for advanced communications markets. The
Company's products are used in broadband communications infrastructures and high
bandwidth networks. The Company is a leading supplier of ATM, SONET/SDH, T1/E1
and D3/E3 integrated circuits in the communications infrastructure and
networking markets and also provides fast ethernet integrated circuits to the
networking markets. In August 1996 the Company announced its decision to exit
the personal computer modem chipset business, to restructure its other
non-networking products and focus on its networking products. All of the
Company's modem products were disposed of in 1997. The Company's remaining
non-networking products are still being sold but no development or follow-on
products are planned.
<PAGE>
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
Certain statements and information in this Registration Statement
constitute "forward-looking statements" within the meaning of the federal
securities laws. The actual results, performance, or achievements of the Company
may be materially different from those expressed or implied by such
forward-looking statements. The forward-looking statements include projections
relating to trends in markets, revenues, particularly expectations of long-term
revenues, gross margin, and future expenditures on research and development,
marketing, general and administrative expense and the year 2000 issue. The
Company undertakes no obligation to release revisions to forward-looking
statements to reflect subsequent events.
RISK FACTORS
An investment in the Shares involves a high degree of risk. In addition
to the other information contained in this Registration Statement, before
purchasing the Shares, prospective investors should carefully consider the risk
factors described as "Factors Affecting Operating Results" in the Company's
Quarterly Report on Form 10-Q for the quarter ended March 29, 1998 and in other
documents subsequently filed with the Commission pursuant to Section 13 or 15 of
the Exchange Act.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Shares
but will pay all expenses related to the registration of the Shares. See "Plan
of Distribution."
SELLING STOCKHOLDERS
The Shares of the Common Stock of the Company are to be offered for the
account of the Selling Stockholders. The following table sets forth the name of
each Selling Stockholder, the aggregate maximum number of shares of Common Stock
each Selling Stockholder may be entitled to out of the Shares, and the aggregate
number of shares of Common Stock registered hereby that each Selling Stockholder
may offer and sell pursuant to this Prospectus. All of the Shares offered are
issued and outstanding as of the date of this Prospectus. Because the Selling
Stockholders may sell or distribute all or a portion of the Shares at any time
and from time to time after the date hereof, no estimate can be made of the
number of shares of Common Stock that each Selling Stockholder may retain upon
completion of the Offering. To the knowledge of the Company, all of the Selling
Stockholders, except for Samsung, Yong Min Kim, Lee Lambert, Tom Scholl, Seung
Hwa Yoo, Lisa Bellamy, Adrian Chan, Charles Gershman, Steven Lochner, Ashim Roy,
Michael Russell, Srini Seetharam, Scott Shumate, Robert Smedley and Dinesh
Venkatachalam, served as employees or consultants of IgT immediately prior to
the Merger and currently serve as employees or consultants of Sub. Yong Min Kim,
Lee Lambert, Tom Scholl and Seung Hwa Yoo served as directors of IgT prior to
the Merger.
<PAGE>
Shares to be
Shares Entitled to Offered for the
Prior to the Selling
Selling Stockholder Offering Stockholder
Samsung Electronics Co., Ltd. (1) 327,271 327,271
Braun, Darren 1,182 1,182
Chan, Adrian 7,255 7,255
Chaudri, Imran 6,908 6,908
Chien, Chi-Kai 1,689 1,689
DiPretoro, Jr., Stanley 179 179
Gershman, Charles 630 630
Haq, Nadeem 946 946
Kim, Yong Min 900 900
Lambert, Lee 900 900
Lee, Jennifer 3,070 3,070
Lee, Kenneth 19,753 19,753
Lochner, Steven 90 90
Menon, Raghavan 2,162 2,162
Roy, Ashim 2,365 2,365
Scholl, Tom 900 900
Seetharam, Srini 1,182 1,182
Smedley, Robert 1,576 1,576
Sprouse, Steven 1,970 1,970
Tall, Gerald 11,258 11,258
Tran, Buu 155 155
Venkatachalam, Dinesh 720 720
Wai, Chi 11,514 11,514
Werth, Gregory 9,160 9,160
Yoo, Seung Hwa 900 900
- -------------- ------- -------
TOTAL 414,635 414,635
- ---------------------------
(1) As of June 2, 1998, Samsung Electronics Co., Ltd. ("Samsung")
beneficially owns approximately 1.08% of the Company's Common Stock.
PLAN OF DISTRIBUTION
The Shares may be sold or distributed from time to time by or for the
account of the Selling Stockholders. The Selling Stockholders will act
independently of the Company in making decisions with respect to their
respective sales of the shares.
<PAGE>
The Selling Stockholders may sell or distribute some or all of the
Shares from time to time through underwriters or dealers or brokers or other
agents or directly to one or more purchasers, in transactions (which may involve
block transactions) on Nasdaq, privately negotiated transactions or in the
over-the-counter market, or in a combination of such transactions. Such
transactions may be effected by the Selling Stockholders at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, at negotiated prices, or at fixed prices, which may be changed. Brokers,
dealers, agents or underwriters participating in such transactions as agent may
receive compensation in the form of discounts, concessions or commissions from
the Selling Stockholders (and, if they act as agent for the purchaser of such
shares, from such purchaser). Usual and customary or specifically negotiated
brokerage fees or commissions may be paid by the Selling Stockholders in
connection with such sales.
The Selling Stockholders and any such underwriters, brokers, dealers or
agents that participate in such distribution may be deemed to be "underwriters"
within the meaning of the Securities Act, and any discounts, commissions or
concessions received by any such underwriters, brokers, dealers or agents might
be deemed to be underwriting discounts and commissions under the Securities Act.
Neither the Company nor the Selling Stockholders can presently estimate the
amount of such compensation. The Company knows of no existing arrangements
between any Selling Stockholder and any other Selling Stockholder, underwriter,
broker, dealer or other agent relating to the sale or distribution of the
Shares.
Under applicable rules and regulations under the Exchange Act, any
person engaged in a distribution of any of the Shares may not simultaneously
engage in market activities with respect to the Common Stock for a period of
nine business days prior to the commencement of such distribution. In addition
and without limiting the foregoing, the Selling Stockholders will be subject to
applicable provisions of the Exchange Act and the rules and regulations
thereunder, including without limitation Rules 10b-5, 10b-6 and 10b-7, which
provisions may limit the timing of purchases and sales of any of the Shares by
the Selling Stockholders. All of the foregoing may affect the marketability of
the Common Stock.
The Company will pay substantially all of the expenses incident to this
Offering of the Shares by the Selling Stockholders to the public other than
commissions and discounts of underwriters, brokers, dealers or agents.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 50,000,000
shares of Common Stock, par value $0.001, and 5,000,000 shares of Preferred
Stock, par value $0.001.
The following summary of certain provisions of the Common Stock and
Preferred Stock does not purport to be complete though the Company believes it
contains all the material provisions, and is subject to, and qualified in its
entirety by, the provisions of the Company's Certificate of Incorporation and by
the provisions of applicable law.
Common Stock
The Company's Common Stock is registered under Section 12(g) of the
Exchange Act. Subject to preferences that may be applicable to any outstanding
Preferred Stock which may be issued in the future, the holders of Common Stock
are entitled to receive ratably such non-cumulative dividends, if any, as may be
declared from time to time by the Board of Directors out of funds legally
available therefor. The Common Stock
<PAGE>
has no preemptive or conversion rights or other subscription rights. There are
no redemption or sinking fund provisions available to the Common Stock. The
holders of Common Stock are entitled to one vote per share on all matters to be
voted upon by the stockholders, except that stockholders may, in accordance with
Section 214 of the Delaware General Corporation Law, cumulate their votes in the
election of directors. In the event of liquidation, dissolution or winding up of
the Company, the holders of Common Stock are entitled to share ratably in all
assets remaining after payment of liabilities, subject to liquidation
preferences, if any, of Preferred Stock which may be issued in the future. All
outstanding shares of Common Stock are fully paid and non-assessable.
Preferred Stock
Pursuant to the Company's Certificate of Incorporation, the Board of
Directors of the Company has the authority to issue up to 5,000,000 shares of
Preferred Stock in one or more series, to fix the rights, preferences,
privileges and restrictions granted to or imposed upon any wholly unissued
series of Preferred Stock, and to fix the number of shares constituting any
series and the designations of such series, without any further vote or action
by the stockholders. Such issued Preferred Stock could adversely effect the
voting power and other rights of the holders of Common Stock. The issuance of
Preferred Stock may also have the effect of delaying, deferring or preventing a
change in control of the Company. At present, there are no outstanding shares of
Rights of Holders of Special Shares of PMC-Sierra, Inc.
Rights of Holders of Special Shares of PMC-Sierra, Inc.
The Special Shares of PMC-Sierra, Inc. are redeemable for Common Stock
of the Company. Special Shares do not have voting rights in the Company, but in
all other respects they represent the economic and functional equivalent of the
Common Stock of the Company for which they can be redeemed. Under applicable
law, each class of Special Shares will have class voting rights in certain
circumstances with respect to transactions that effect the rights of the class
and for certain extraordinary corporate transactions. Two kinds of Special
Shares are outstanding: A Special Shares and B Special Shares.
Delaware Law
Section 203 of the Delaware General Corporation Law, from which the
Company has not opted out in its Certificate of Incorporation, restricts certain
"business combinations" with "interested stockholders" for three years following
the date that a person or entity becomes an interested stockholder, unless the
Company's Board of Directors approves the business combination and/or certain
other requirements are met.
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon for the
Company by Wilson Sonsini Goodrich & Rosati, Professional Corporation.
EXPERTS
The consolidated financial statements of PMC-Sierra, Inc. at December 28, 1997,
and for the year then ended, appearing in this Prospectus and Registration
Statement have been audited by Deloitte & Touche, independent auditors, and at
December 31, 1996, and for each of the two years in the period ended December
31, 1996, by Ernst & Young LLP, independent auditors, as set forth in their
respective reports thereon incorporated by reference herein, and are included in
reliance upon such reports given upon the authority of such firms as experts in
accounting and auditing.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the expenses payable by the Registrant
in connection with the filing of this Registration Statement (1).
Securities and Exchange Commission Filing Fee $4,712.89
Nasdaq Additional Listing Fee $8,292.70
Printing and Engraving Expenses $1,000.00
Legal Fees and Expenses $5,000.00
Accounting Fees and Expenses $5,000.00
Blue Sky Fees and Expenses ---
Transfer Agent and Registration Fees $1,000.00
Miscellaneous expenses $1,994.41
Total $27,000.00
- ---------------------------
(1) All of such expenses, other than the filing fee for the Commission and
additional listing fee for Nasdaq, are estimates and are subject to future
contingencies.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Certificate of Incorporation of the Company eliminates the
liability of directors to the Company for monetary damages for breach of
fiduciary duty as a director to the fullest extent permissible under Delaware
law, as such law exists currently or as it may be amended in the future. Under
Delaware law, such provision may not eliminate or limit director monetary
liability for: (a) breaches of the director's duty of loyalty to the Company or
its stockholders; (b) acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law; (c) the payment of unlawful
dividends or unlawful stock repurchases or redemptions; or (d) transactions in
which the director received an improper personal benefit. Such limitation of
liability provisions also may not limit a director's liability for violation of,
or otherwise relieve the Company or its directors from the necessity of
complying with, federal or state securities laws, or affect the availability of
non-monetary remedies such as injunctive relief or rescission.
The Company's Bylaws provide that the Company shall indemnify its
directors and officers and may indemnify its employees and other agents to the
fullest extent permitted by law. The Company believes that indemnification under
its Bylaws covers at least negligence and gross negligence on the part of
indemnified parties. The Company's Bylaws also permit the Company to secure
insurance on behalf of any officer, director, employee or other agent for any
liability arising out of his or her actions in such capacity, regardless of
whether the Company would have the power to indemnify him or her against such
liability under the General Corporation Law of Delaware. The Company currently
has secured such insurance on behalf of its officers and directors.
<PAGE>
The Company has entered into agreements to indemnify its directors and
officers, in addition to indemnification provided for in the Company's Bylaws.
Subject to certain conditions, these agreements, among other things, indemnify
the Company's directors and officers for certain expenses (including attorney's
fees), judgments, fines and settlement amounts incurred by any such person in
any action or proceeding, including any action by or in the right of the
Company, arising out of such person's services as a director or officer of the
Company, any subsidiary of the Company or any other company or enterprise to
which the person provides services at the request of the Company.
ITEM 16. EXHIBITS
The following exhibits are filed as part of this Registration
Statement:
NUMBER EXHIBIT DESCRIPTION
5.1 Opinion of Counsel as to the validity of the Shares.
23.1 Consent of Counsel (included in Exhibit 5.1 above).
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Deloitte & Touche.
24.1 Power of Attorney (see page II-4).
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement;
(iii) To include any material information
with respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement.
Provided, however, that paragraphs (a)(1)(i)
and (a)(1)(ii) above do not apply if the information required to be included in
a post-effective amendment by these paragraphs is contained in periodic reports
filed with or furnished by the Registrant pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
<PAGE>
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the Offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in Burnaby, British Columbia, Canada, on
June 1, 1998.
PMC-SIERRA, INC.
By: /s/ ROBERT L. BAILEY
-----------------------------------------
Robert L. Bailey, Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert L. Bailey and John Sullivan,
jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-3, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ ROBERT L. BAILEY President, Chief Executive Officer June 1, 1998
- -------------------- (Principal Executive Officer) and
Robert L. Bailey Director
/s/ JOHN SULLIVAN Vice President, Finance (Principal June 1, 1998
- ----------------- Financial and Accounting Officer)
John Sullivan
/s/ALEXANDRE BALKANSKI Director June 1, 1998
- ----------------------
Alexandre Balkanski
/s/ COLIN BEAUMONT Director May 30, 1998
- -----------------
Colin Beaumont
/s/ JAMES V. DILLER Chairman of the Board of Directors June 1, 1998
- -------------------
James V. Diller
/s/ FRANK J. MARSHALL Director May 30, 1998
- ---------------------
Frank J. Marshall
<PAGE>
EXHIBIT INDEX
NUMBER EXHIBIT DESCRIPTION
5.1 Opinion of Counsel as to the validity of the Shares.
23.2 Consent of Ernst & Young LLP
23.3 Consent of Deloitte & Touche
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
TELEPHONE 650-493-9300 FACSIMILE 650-493-6811
JOHN ARNOT WILSON
RETIRED
June 3, 1998
PMC-Sierra, Inc.
105-8555 Baxter Place
Burnaby, British Columbia
Canada V5A 4V7
Re: Registration Statement on Form S-3
Gentlemen & Ladies:
In connection with your preparation and filing of the Registration
Statement on Form S-3 under the Securities Act of 1933 relating to the sale by
the persons named therein to the public, in connection with the merger of
Integrated Telecom Technology, Inc. ("IgT") with and into PMC-Sierra (Maryland),
Inc. ("Sub"), a Delaware corporation and wholly-owned subsidiary of Registrant,
pursuant to an Agreement and Plan of Reorganization dated April 15, 1998 among
the Company, Sub, IgT and Samsung Electronics Co., Ltd., of up to 414,635 shares
of your Common Stock, $0.001 par value per share ("Shares"), all of which are
issued and outstanding, we have examined originals or copies of corporate
records, certificates of public officials and officers of the Company and other
instruments relating to the authorization and issuance of the Shares as we have
deemed relevant and necessary for the opinion hereinafter expressed.
On the basis of the foregoing, we are of the opinion that the issuance
of the Shares has been duly authorized by your Board of Directors, and the
Shares are validly issued, fully paid and nonassessable.
We hereby consent to the filing of the opinion as an exhibit to the
Registration Statement and further consent to the use of our name wherever
appearing in the Registration Statement.
Sincerely,
/s/ Wilson Sonsini Goodrich & Rosati
------------------------------------
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of PMC-Sierra, Inc. for
the registration of 414,635 shares of its common stock and to the incorporation
by reference therein of our report dated January 22, 1997, with respect to the
consolidated financial statements and schedule of PMC-Sierra, Inc. (formerly
Sierra Semiconductor Corporation) as of December 31, 1996, and for the two years
in the period ended December 31, 1996 included in its Annual Report (Form 10-K)
for the year ended December 28, 1997 filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
San Jose, California
June 2, 1998
CONSENT OF DELOITTE & TOUCHE, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3), and related Prospectus of PMC-Sierra, Inc.
for the registration of 414,635 shares of its common stock and to the
incorporation by reference therein of our report dated January 22, 1998, with
respect to the consolidated financial statements and schedules of PMC-Sierra,
Inc. included in its Annual Report (Form 10-K) for the year ended December 28,
1997, filed with the Securities and Exchange Commission.
/s/ Deloitte & Touche
Vancouver, British Columbia, Canada
June 3, 1998
